Exhibit 10(v)









                                FURNITURE BRANDS

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN























                                                    Restated:  January 1, 2002



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                                FURNITURE BRANDS
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                                    SECTION I

                                   Definitions


1.1  "Affiliate"   means  any  corporation,   division,   partnership  or  other
     organization which,  during any period of employment of a Participant,  was
     at least 50% controlled, directly or indirectly, by the Company.

1.2  "Basic Plan" means the specific defined benefit pension plan(s) (as defined
     in ERISA  Section  3(2)) of the  Company and its  Affiliates  under which a
     Participant is entitled to a retirement benefit.

1.3  "Basic Plan  Benefit"  means the amount of benefit  payable  from the Basic
     Plan to a Participant or, in the case of a pre-retirement death benefit, to
     the Surviving Spouse, in the normal form of annuity payable.

1.4  "Beneficiary"  means the  beneficiary or contingent  annuitant as specified
     pursuant to the provisions of the Basic Plan.

1.5  "Code" means the Internal Revenue Code of 1986, as subsequently amended.



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1.6  "Committee" means the Executive  Compensation and Stock Option Committee of
     the Board of Directors of the Company, as now or hereafter constituted.

1.7  "Company"  means  Furniture  Brands  International,  Inc. and any successor
     thereof.


1.8  "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     subsequently amended.


1.9  "Participant"  means an employee of the Company or an Affiliate  designated
     as a participant by the  Committee.  An employee shall become a participant
     in the Plan as of the date he or she is individually  formally designated a
     Participant by the Committee.

1.10 "Plan" means the Furniture Brands Supplemental Executive Retirement Plan.


1.11 "Retirement Date" means the termination of a participant's  employment with
     the company on one of the retirement dates specified in Section 2.1.

1.12 "Service"  means a  participant's  credited  years of  benefit  service  as
     defined in the Basic Plan.


1.13 "Surviving  Spouse"  means the spouse of a  Participant  who is eligible to
     receive a surviving spouse benefit under the Basic Plan.

1.14 The masculine gender, where appearing in the Plan will be deemed to include
     the feminine  gender,  and the singular may include the plural,  unless the
     context clearly indicates the contrary.

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                                   SECTION II

                            Eligibility For Benefits

2.1  Each  Participant  is eligible  to retire and receive a benefit  under this
     Plan beginning on one of the following dates:

     (a)  "Normal  Retirement Date", which is the same as Normal Retirement Date
          under the Basic Plan;

     (b)  "Early  Retirement  Date",  which is the same as Early Retirement Date
          under the Basic Plan;

     (c)  "Postponed Retirement Date", which is the same as Postponed Retirement
          Date under the Basic Plan;

     (d)  "Disability   Retirement  Date",  which  is  the  same  as  Disability
          Retirement Date under the Basic Plan.

2.2  If any Participant  entitled to a benefit under this Plan is discharged for
     cause,  or enters into  competition  with the Company or an  Affiliate,  or
     interferes  with the relations  between the Company or an Affiliate and any
     customer,  or engages in any activity  that would result in any decrease of
     or loss in  sales  by the  Company  or an  Affiliate,  the  rights  of such
     participant  to a  benefit  under  this  Plan,  including  the  rights of a
     Surviving Spouse or a Beneficiary to a benefit,  will be forfeited,  unless
     the Committee  determines that such activity is not detrimental to the best
     interests of the Company or an Affiliate. However, if the individual ceases
     such  activity  and  notifies  the  committee  of  such  action,  then  the
     participant's  right to  receive a  benefit,  and any right of a  Surviving
     Spouse or a Beneficiary  to a benefit,  will be restored  within 60 days of
     said notification,  unless the Committee in its sole discretion  determines
     that the prior  activity  has caused  serious  injury to the  Company or an
     Affiliate, which determination will be final and conclusive.


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                                   SECTION III

                      Amount and Form of Retirement Benefit

Amount of Benefit

3.1  A  Participant's  retirement  benefit  payable at a Normal  Retirement Date
     under  the Plan will  equal the  Participant's  normal  retirement  benefit
     calculated in accordance with the provisions of the Basic Plan  (calculated
     as if the benefit  limitations of the Code Sections 401(a)(17) and 415 were
     not in effect),  plus  discretionary  benefits,  if any granted pursuant to
     Section 3.7 of this Plan, less any Basic Plan Benefit.

3.2  A Participant's retirement benefit payable at an Early Retirement Date will
     equal the Participant's  early retirement  benefit calculated in accordance
     with  the  provisions  of the  Basic  Plan  (calculated  as if the  benefit
     limitations  of Code  Sections  401(a)(17)  and 415  were  not in  effect),
     reduced by the factors  specified under the Basic Plan according to the age
     of the  participant  on the date the  benefit  commences  to be paid,  plus
     discretionary  benefits,  if any,  granted  under Section 3.7 of this Plan,
     less any Basic Plan Benefit.

3.3  A Participant's  retirement benefit payable at a Postponed  Retirement Date
     will be equal to the participant's  postponed retirement benefit calculated
     in accordance  with the provisions of the Basic Plan  (calculated as if the
     benefit limitations of Code Sections 401(a)(17) and 415 were not in effect)
     plus  discretionary  benefits,  if any,  granted pursuant to Section 3.7 of
     this Plan, less any Basic Plan Benefit.


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3.4  The retirement  benefits under this Plan shall be calculated as of the date
     retirement  benefits  commence payment under the Basic Plan;  however,  the
     retirement  benefits  calculated  under  this  Plan  shall not  exceed  the
     retirement benefit calculated for a participant on the date the participant
     ceased  to be an  employee  of  the  Company  or an  Affiliate.  Retirement
     benefits under this Plan shall be  recalculated at any time a benefit under
     the Basic Plan is recalculated due to increases in the benefit  limitations
     under Code Sections 401(a)(17) and 415.

Form of Benefit

3.5  The benefits determined under this Plan will be payable in the same form as
     that elected by the participant  with respect to benefits payable under the
     Basic plan and subject to the same  actuarial  adjustments  as specified in
     the Basic Plan;  provided,  however,  that in the event the  Participant is
     eligible for and elects to receive benefits from the Basic Plan in the form
     of a lump sum,  benefits  under  this Plan will be payable in the form of a
     life annuity.

3.6  Notwithstanding  the  provisions of paragraph  3.5, if the monthly  benefit
     payable  to a  Participant  under  this  Plan,  or in case  of a  Surviving
     Spouse's  benefit,  is $100 per month or less,  then in lieu of receiving a
     monthly benefit, the participant or Surviving Spouse shall receive a single
     sum cash settlement.  The single sum cash settlement shall be determined in
     accordance  with the provisions of the Basic Plan for  determining  similar
     settlements.


Discretionary Benefits

3.7  The  Committee  shall  have the  authority  to  provide  any  discretionary
     supplementary or additional benefits pursuant to this Plan to a Participant
     at any time after the  Participant  ceases to be an employee of the Company
     or an Affiliate.

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                                   SECTION IV

                             Death Benefits Payable

4.1  If a Participant should die before  commencement of his benefits hereunder,
     the  Surviving  Spouse  will  receive a benefit  calculated  and payable in
     accordance  with the  provisions  of the Basic Plan  (calculated  as if the
     benefit limitations of Code Sections 401(a)(17) and 415 were not in effect)
     plus  discretionary  benefits,  if any,  granted  under Section 3.7 of this
     Plan, less any Basic Plan Benefit payable to the Surviving Spouse.

4.2  A Surviving Spouse's benefit will be payable monthly,  and will commence on
     the same date as the surviving spouse benefit payable under the Basic Plan.
     Payments  will cease when the  surviving  spouse  benefit  ceases under the
     Basic Plan.



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                                    SECTION V

                           Disability Benefits Payable

5.1  In the event a  participant  becomes  totally  disabled,  as defined in the
     Basic Plan,  and is eligible  for a  disability  benefit  payment from such
     Plan, a disability  benefit will be payable from this Plan.  The disability
     benefit will be calculated and payable in accordance with the provisions of
     the Basic Plan  (calculated as if the benefit  limitations of Code Sections
     401(a)(17) and 415 were not in effect),  plus  discretionary  benefits,  if
     any, under Section 3.7 of this Plan,  less any disability  benefit  payable
     from the Basic Plan.

5.2  In the event a  Participant  becomes  totally  disabled,  as defined in the
     Basic Plan,  and is eligible for an accrual of additional  years of Service
     while disabled under the Basic Plan, such Participant will be credited with
     the same additional  years of Service for purposes of the  determination of
     benefits  under this Plan.  The  disability  benefit will be  calculated in
     accordance  with the  provisions  of the Basic  Plan  based on the  service
     hereunder  (calculated  as if the  benefit  limitations  of  Code  Sections
     401(a)(17) and 415 were not in effect), plus discretionary benefits, if any
     under Section 3.7 of this Plan,  less any disability  benefit  payable from
     the Basic Plan.

5.3  The  disability  benefit  payment  will  cease  under  this  Plan  when the
     disability benefit ceases under the Basic Plan.


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                                   SECTION VI

                         Payment of Retirement Benefits

6.1  Benefits  payable in accordance  with Section III, IV and Section V of this
     Plan will be payable  monthly,  and will  commence  on the same date as the
     benefit payable under the Basic Plan. Payments will cease upon the later of
     the  first  day of the  month  following  the  month in which  the  retired
     Participant dies or the day the benefit ceases under the Basic Plan.

6.2  Except as provided for a  Participant  under  Section 3.7 of this Plan,  no
     benefits are payable under this Plan if a participant terminates employment
     for any reason prior to a Retirement  Date,  excluding  terminations due to
     death or disability.




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                                   SECTION VII

                                  Miscellaneous

7.1  The Board of Directors may, in its sole discretion,  terminate,  suspend or
     amend  this  Plan at any time or from  time to  time,  in whole or in part.
     However, no termination,  amendment or suspension of the Plan will affect a
     retired  participant's  right  or  the  right  of  a  Surviving  Spouse  or
     Beneficiary  to continue to receive a benefit in accordance  with this Plan
     as in effect on the date such  participant  commenced  to receive a benefit
     under this Plan.

7.2  Nothing  contained  herein shall be construed as an agreement of employment
     for any term or in any  position,  or to confer  upon any  participant  the
     right to be retained in the service of the company,  or to  interfere  with
     the right of the Company to discharge or otherwise  deal with a Participant
     without regard to the existence of this Plan.

7.3  This Plan is  unfunded,  and the Company  will make Plan  benefit  payments
     solely on a current disbursement basis.

7.4  To the maximum extent permitted by law, no benefit under this Plan shall be
     assignable or subject in any manner to alienation,  sale, transfer,  claims
     of creditors, pledge, attachment or encumbrances of any kind.


7.5  The Company shall  administer the Plan and may adopt rules and  regulations
     to assist it in the  administration of the Plan. The Company shall have the
     authority  and  discretion  to construe any  ambiguous  terms or conditions
     hereunder.

7.6  This  plan  shall  become  effective  on the date  adopted  by the Board of
     Directors of the company and shall be effective as to each  Participant  on
     the date he or she is designated as such by the Committee.

7.7  The  Committee  shall  only have the  authority  to  perform  the duties as
     specified  under  Sections 1.9, 2.2 and 3.7 of this Plan.  All other duties
     and responsibilities shall be reserved to the Company,  except as delegated
     specifically by the Company.

7.8  This Plan is established under and will be construed  according tot he laws
     of the State of Missouri.